MFN Partners discloses 8.4% XPO, Inc. (XPO) ownership in Schedule 13G/A

Rhea-AI Filing Summary

MFN Partners and affiliates filed Amendment No. 3 to a Schedule 13G reporting their passive ownership in XPO, Inc. common stock. The reporting group, including MFN Partners, LP and related entities plus individuals Michael F. DeMichele and Farhad Nanji, reports beneficial ownership of 9,869,691 shares of XPO common stock, all with shared voting and dispositive power and no sole power. This stake represents 8.4% of the outstanding common stock, based on 117,409,981 shares outstanding as of April 24, 2026. The shares are directly held by MFN Partners, LP, and each reporting person disclaims beneficial ownership beyond their pecuniary interest.

Key Figures

Shares beneficially owned: 9,869,691 shares Ownership percentage: 8.4% Shares outstanding: 117,409,981 shares +2 more

5 metrics

Shares beneficially owned 9,869,691 shares XPO common stock beneficially owned by MFN Partners and affiliates

Ownership percentage 8.4% Percent of XPO common stock class beneficially owned

Shares outstanding 117,409,981 shares XPO common stock outstanding as of April 24, 2026

Shared voting power 9,869,691 shares XPO shares over which reporting persons share voting power

Shared dispositive power 9,869,691 shares XPO shares over which reporting persons share dispositive power

Key Terms

Schedule 13G, beneficial ownership, shared voting power, shared dispositive power, +1 more

5 terms

Schedule 13G regulatory

"Amendment No. 3 to a Schedule 13G reporting their passive ownership"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficial ownership financial

"reports beneficial ownership of 9,869,691 shares of XPO common stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"reports 0 shares with sole voting power and 9,869,691 shares with shared voting power"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"reports shared dispositive power over the same number of shares"

pecuniary interest financial

"disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest"

FAQ

What ownership stake in XPO (XPO) does MFN Partners report in this Schedule 13G/A?

MFN Partners and related reporting persons report beneficial ownership of 9,869,691 XPO common shares. This represents 8.4% of the company’s outstanding common stock, based on 117,409,981 shares outstanding as of April 24, 2026.

How much of XPO (XPO) does MFN Partners’ 9,869,691 shares represent as a percentage?

The reported 9,869,691 XPO shares equal 8.4% of the outstanding common stock. The percentage is calculated using 117,409,981 XPO shares outstanding as of April 24, 2026, as cited from XPO’s Form 10-Q.

Do MFN Partners and affiliates have sole or shared voting power over their XPO (XPO) shares?

MFN Partners and affiliates report 0 shares with sole voting power and 9,869,691 shares with shared voting power. They likewise report shared dispositive power over the same number of shares and no sole dispositive power.

Who are the reporting persons in the XPO (XPO) Schedule 13G/A Amendment No. 3?

The reporting persons are MFN Partners, LP, MFN Partners GP, LLC, MFN Partners Management, LP, MFN Partners Management, LLC, and individuals Michael F. DeMichele and Farhad Nanji. Each disclaims beneficial ownership beyond their pecuniary interest.

On what share count is MFN Partners’ 8.4% ownership of XPO (XPO) based?

The 8.4% ownership figure is based on 117,409,981 XPO common shares outstanding as of April 24, 2026. This outstanding share count is referenced from XPO’s Form 10-Q for the quarter ended March 31, 2026.

Where are MFN Partners and its management entities based in the XPO (XPO) filing?

MFN Partners Management, LP and the related entities provide an address at 222 Berkeley Street, 13th Floor, Boston, MA 02116. The partnership and its general partners are organized in Delaware, while the individual reporting persons are U.S. citizens.

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Available on EDGAR 08/12/2026 - 10:08 AM Accepted by SEC EDGAR 08/12/2026 - 10:08 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

XPO, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

983793100

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

MFN Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

MFN Partners GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

MFN Partners Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

MFN Partners Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

Michael F. DeMichele

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

CUSIP Number(s): 983793100

1

Names of Reporting Persons

Farhad Nanji

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,869,691.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,869,691.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,869,691.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: XPO, Inc.
(b)	Address of issuer's principal executive offices: 5 American Lane, Greenwich, CT 06831
Item 2.
(a)	Name of person filing: This Amendment No. 3 to Schedule 13G is filed by (i) MFN Partners, LP (the "Partnership"); (ii) MFN Partners GP, LLC ("MFN GP"), as the general partner of the Partnership; (iii) MFN Partners Management, LP ("MFN Management"), as the investment adviser to the Partnership; (iv) MFN Partners Management, LLC ("MFN LLC"), as the general partner of MFN Management; (v) Michael F. DeMichele, as a managing member of MFN GP and of MFN LLC; and (vi) Farhad Nanji, as a managing member of MFN GP and of MFN LLC (each, a "Reporting Person" and collectively, the "Reporting Persons"). Reference is hereby made to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on March 21, 2022, Amendment No. 1 thereto filed on August 12, 2022 and Amendment No. 2 thereto filed on November 13, 2024 (as so amended, the "Schedule 13G"). The shares reported herein are directly held by the Partnership, and each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The agreement among the Reporting Persons to file the Schedule 13G jointly (the "Joint Filing Agreement") was filed as Exhibit 1 to the initial filing of the Schedule 13G.
(b)	Address or principal business office or, if none, residence: c/o MFN Partners Management, LP, 222 Berkeley Street, 13th Floor, Boston, MA 02116
(c)	Citizenship: The Partnership is a Delaware limited partnership. MFN GP is a Delaware limited liability company. MFN Management is a Delaware limited partnership. MFN LLC is a Delaware limited liability company. Michael F. DeMichele and Farhad Nanji are citizens of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value
(e)	CUSIP No.: 983793100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
(b)	Percent of class: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference. Percentage ownership is based on 117,409,981 shares of Common Stock outstanding as of April 24, 2026, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2026 filed with the Securities and Exchange Commission on April 30, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this paragraph is set forth in the cover pages to this Schedule 13G/A and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MFN Partners, LP

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	08/12/2026

MFN Partners GP, LLC

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	08/12/2026

MFN Partners Management, LP

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	08/12/2026

MFN Partners Management, LLC

Signature:	/s/ Jonathan Reisman
Name/Title:	Jonathan Reisman, Authorized Person
Date:	08/12/2026

Michael F. DeMichele

Signature:	/s/ Michael F. DeMichele
Name/Title:	Michael F. DeMichele, individually
Date:	08/12/2026

Farhad Nanji

Signature:	/s/ Farhad Nanji
Name/Title:	Farhad Nanji, individually
Date:	08/12/2026